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EXHIBIT 10.27
EXECUTION COPY
AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"),
dated as of April 10, 1997, is by and among Clear Channel Communications, Inc.,
a Texas corporation ("Purchaser"), Xxxxx Media Corporation, a Delaware
corporation (the "Company"), and those persons listed on Exhibit A hereto
(individually, including both option holders and stockholders as identified on
such exhibit, each a "Stockholder" and collectively, the "Stockholders"), being
the beneficial owners of all shares, and all options to acquire shares, of
capital stock of the Company issued and outstanding on the date hereof.
RECITALS
WHEREAS, the Stockholders as a group own all of the shares of
Common Stock, par value $.01 per share, of the Company, issued and outstanding
or issuable pursuant to options outstanding on the date hereof, with each
Stockholder owning or having the right to acquire the number of shares set
forth opposite such Stockholder's name on Exhibit A;
WHEREAS, Purchaser, the Company and certain of the
Stockholders are parties to that certain Stock Purchase Agreement, dated as of
February 25, 1997 (the "Stock Purchase Agreement"); and
WHEREAS, Purchaser, the Company and the Stockholders now
desire to amend the Stock Purchase Agreement in the manner set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties hereto agree to amend the Stock
Purchase Agreement as follows:
1. Definitions. Capitalized terms used herein without definition
shall have the meanings given such terms in the Stock Purchase Agreement.
2. Amendments to the Stock Purchase Agreement.
(a) Exhibits.
(i) Exhibit A is hereby amended and restated in
its entirety to read in the form attached hereto as Exhibit A.
(ii) Exhibit B is hereby amended and restated in
its entirety to read in the form attached hereto as Exhibit B.
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(iii) Exhibit C is hereby amended and restated in
its entirety to read in the form attached hereto as Exhibit C.
(iv) Exhibit E is hereby amended and restated in
its entirety to read in the form attached hereto as Exhibit E.
(v) Exhibit F is hereby amended and restated in
its entirety to read in the form attached hereto as Exhibit F.
(vi) Exhibit H - New Stockholders Agreement, in
the form attached hereto as Exhibit H, is hereby appended as Exhibit H to the
Stock Purchase Agreement.
(vii) The exhibit index on page (iii) of the Stock
Purchase Agreement is hereby amended to add the following exhibits:
"Exhibit H - Form of New Stockholders Agreement."
(b) Disclosure Letter. The Disclosure Letter is hereby
amended and restated in its entirety to read in the form of Disclosure Letter
attached hereto. Changes in the Disclosure Letter attached hereto from the
Disclosure Letter delivered in connection with the Stock Purchase Agreement are
amendments to the Disclosure Letter for purposes of Section 15(a) of the Stock
Purchase Agreement.
(c) Definitions.
(i) The following definition of "ADCO Claim"
shall be added to Section 1 of the Stock Purchase Agreement:
"`ADCO Claim' has the meaning specified in Section 12(a)(i) of
this Agreement."
(ii) The definition of "Average Share Price"
appearing in Section 1 of the Stock Purchase Agreement is hereby amended to
read in its entirety as follows:
"`Average Share Price'" shall mean $44.8625."
(iii) The definition of "Company Stock Option
Agreements" appearing in Section 1 of the Stock Purchase Agreement is hereby
amended to read in its entirety as follows:
"`Company Stock Option Agreements' shall mean the Company
stock option agreements listed on Schedule 3(b) of this Agreement, as
such agreements may hereafter be amended and restated as contemplated
by Schedule 6(d) of this Agreement."
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(iv) The definition of "Escrow Agreement"
appearing in Section 1 of the Stock Purchase Agreement is hereby amended to
read in its entirety as follows:
"`Escrow Agreement' shall mean that certain Escrow Agreement,
dated as of the Closing Date, by and among Purchaser, Holdings, the
Stockholder Representative and the Escrow Agent, substantially in the
form of Exhibit C attached hereto."
(v) The definition of "Escrowed Shares" appearing
in Section 1 of the Stock Purchase Agreement is hereby amended to read in its
entirety as follows:
"`Escrowed Shares' shall mean a number of shares of Purchaser
Common Stock and any other securities or property deposited with the
Escrow Agent pursuant to this Agreement and the Escrow Agreement."
(vi) The following definition of "Holdings" shall
be added to Section 1 of the Stock Purchase Agreement:
"`Holdings' shall mean EM Holdings LLC, an Arizona limited
liability company."
(vii) The following definition of "New Stockholders
Agreement" shall be added to Section 1 of the Stock Purchase Agreement:
"`New Stockholders Agreement' shall mean that certain
Stockholders Agreement, dated as of April 9, 1997, by and among
Purchaser, the Company and Holdings, substantially in the form of
Exhibit H attached hereto."
(viii) The following definition of "Phantom Stock
Agreements" shall be added to Section 1 of the Stock Purchase Agreement:
"`Phantom Stock Agreements' shall mean the Company phantom
stock agreements listed on Schedule 3(b) of this Agreement, as such
agreements may hereafter be amended and restated and/or documented as
contemplated by Schedule 6(d) of this Agreement."
(ix) The definition of "Phantom Stock Units"
appearing in Section 1 of the Stock Purchase Agreement is hereby amended to
read in its entirety as follows:
"`Phantom Stock Units' shall mean the aggregate number of
units of phantom stock issuable pursuant to the terms of the Phantom
Stock Agreements."
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(x) The following definition of "Retained Shares"
shall be added to Section 1 of the Stock Purchase Agreement:
"`Retained Shares' shall mean 140.450 shares of Company Common
Stock owned by Holdings which will not be sold to Purchaser on the
Closing Date."
(d) Sale of Shares; Purchase Price.
(i) Section 2(a) of the Stock Purchase Agreement
is hereby amended to read in its entirety as follows:
"(a) Sale of Shares. On the terms and subject to
the conditions set forth in this Agreement and, subject to the
immediately following sentence hereof, each Stockholder hereby
severally agrees to sell, assign and transfer to Purchaser, and
Purchaser hereby agrees to purchase from such Stockholder, on the
Closing Date, the number of shares of Company Common Stock owned by
such Stockholder on the date hereof as set forth opposite such
Stockholder's name on Exhibit B hereto (excluding the Retained
Shares), plus such number of additional shares of Company Common Stock
as will hereafter be acquired by such Stockholder prior to the Closing
Date upon the exercise of Company Stock Options held by such
Stockholder as set forth on Exhibit B, for the aggregate consideration
set forth on Exhibit B opposite such Stockholder's name, subject to
the Escrow Agreement provided for in Section 2(d). In the event any
Optionee who on the date hereof is an employee of the Company does not
fully exercise Company Stock Options as listed opposite such
Optionee's name on Exhibit B under the column "Value of Stock
Consideration" on or prior to the Closing Date, Purchaser hereby
agrees to assume such options pursuant to Section 2(c) hereof and no
shares of Purchaser Common Stock will be issuable at Closing in
respect of the unexercised portion of such Company Stock Options. The
Retained Shares will not be sold to Purchaser at Closing. As used
herein, `Shares' shall mean the aggregate number of shares of Company
Common Stock to be sold by the Stockholders and purchased by the
Purchaser pursuant to this Section 2."
(ii) Section 2(b)(i) of the Stock Purchase
Agreement is hereby amended to read in its entirety as follows:
"(i) In consideration of the transactions
contemplated by this Agreement, Purchaser shall pay to the
Stockholders, the Optionees and the Phantom Stock Grantees an
aggregate purchase price (the `Purchase Price') equal to (A)
$325,329,131 (the `Cash Consideration') in cash (without interest),
payable in immediately available funds, plus (B) a number of shares of
Purchaser Common Stock (the `Stock Consideration') determined as set
forth in subsection (ii) of this Section 2(b), subject to the Escrow
Agreement described in Section 2(d) hereof. The Purchase Price shall
be allocated among the Stockholders, the Optionees and the Phantom
Stock Grantees, and allocated for the payment of expenses pursuant to
Section 22 hereof in the manner set forth on
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Exhibit B hereto; provided, however, that Purchaser shall pay the
portion of the Stock Consideration to be paid to the Phantom Stock
Grantees as set forth on Exhibit B hereto in accordance with the terms
of the Phantom Stock Agreements."
(iii) Section 2(b)(ii) of the Stock Purchase
Agreement is hereby amended to read in its entirety as follows:
"(ii) The Stock Consideration shall equal the
number of shares of Purchaser Common Stock obtained as a result of
dividing $351,482,592 by the Average Share Price.
(iv) Section 2(d) of the Stock Purchase Agreement
is hereby amended to read in its entirety as follows:
"(d) Escrow Agreement. In order to establish a
procedure for the satisfaction of any claims by Purchaser for
indemnification pursuant to Section 12 hereof, the Stockholder
Representative and Holdings shall enter into the Escrow Agreement with
Purchaser pursuant to which, among other things, (i) Purchaser shall
deposit with the Escrow Agent a number of shares of Purchaser Common
Stock to be received by the Stockholders pursuant to Section 2(b)
equal to $40 million divided by the Average Share Price multiplied by
the sum of the percentages set forth opposite the names under the
caption "Stockholders" on Exhibit F hereto, (ii) rights with respect
to a number of shares of Purchaser Common Stock issuable upon the
exercise of Restated Options equal to $40 million divided by the
Average Share Price multiplied by the sum of the percentages set forth
opposite the names under the caption "Optionees" on Exhibit F hereto,
shall be made subject to an escrow fund pursuant to the Escrow
Agreement, and (iii) rights with respect to a number of shares of
Purchaser Common Stock issuable upon the exercise of certain rights
granted in the New Stockholders Agreement equal to $40 million divided
by the Average Share Price multiplied by the percentage set forth
opposite the name under the caption "Retained Shares" on Exhibit F
hereto, shall be made subject to an escrow fund pursuant to the terms
of the Escrow Agreement. The Escrowed Shares shall be available to
secure, in accordance with the Escrow Agreement, and shall be the sole
source of payment of, the Stockholders' indemnity obligations under
Section 12 hereof. All costs of the escrow shall be paid one-half by
the Purchaser, on the one hand, and one-half by the Stockholders
collectively, on the other, all as further provided in the Escrow
Agreement."
(v) Section 2(e) is hereby added to the Stock
Purchase Agreement to read in its entirety as follows:
"(e) Phantom Stock Agreements. On the Closing
Date, Purchaser shall assume and agree to perform the terms of the
Phantom Stock Agreements in the same manner and to the same extent
that the Company would
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be required to perform such agreements had the transactions
contemplated by this Agreement not been consummated."
(e) Representations and Warranties of the Stockholders.
Section 4(a) of the Stock Purchase Agreement is hereby amended to read in its
entirety as follows:
"(a) Title; Agreements. Except for the
Stockholders Agreement and the New Stockholders Agreement (in the case
of Holdings), and except with respect to Optionees who do not exercise
their Company Stock Options on or prior to the Closing Date, and
except with respect to the lien of the Escrow Agreement, such
Stockholder holds of record and holds beneficially the number of
shares of Company Common Stock set forth opposite its or his name on
Exhibit A, free and clear of any and all Encumbrances or other
restrictions on transfer. Except for the Stockholders Agreement and
other than this Agreement and the New Stockholders Agreement (in the
case of Holdings), such Stockholder is not a party to any voting
trust, proxy or other agreement or understanding with respect to any
capital stock of the Company."
(f) Covenants of the Stockholders, the Company and
Purchaser.
(i) Section 6(d) of the Stock Purchase Agreement
is hereby amended to read in its entirety as follows:
"(d) Conduct of Business. From and after the date
hereof and until the Closing Date, the Company shall conduct and cause
the business of the Subsidiaries to be conducted in the ordinary
course, consistent with the present conduct of their business. During
such period of time, except upon the prior written consent of
Purchaser, the Company shall not and shall not permit any Subsidiaries
to: (i) amend its Certificate of Incorporation or By-Laws or
comparable organizational documents (except to the extent reflected in
the Disclosure Letter); (ii) except as disclosed on Schedule 6(d)
hereto, issue any additional shares of capital stock or issue, sell or
grant any option or right to acquire or otherwise dispose of or commit
to dispose of any of its authorized but unissued capital stock or
other corporate securities (except upon exercise of Company Stock
Options currently outstanding); (iii) declare or pay any dividends or
make any other distribution in cash or property on its capital stock
or other equity interests, except to the Company or a Subsidiary; (iv)
except as disclosed on Schedule 6(d) hereto, repurchase or redeem any
shares of its stock or other equity interests; (v) except as disclosed
on Schedule 6(d), voluntarily incur any obligation or liability,
except obligations and liabilities incurred in the ordinary course of
business or permitted by clause (x) below; (vi) except as disclosed on
Schedule 6(d), enter into any employment agreement or alter any bonus,
profit-sharing, incentive, or other compensation arrangement for any
of its officers or directors (other than make changes which do not
increase the compensation or benefits provided by the foregoing), or
otherwise materially change personnel policies, compensation programs
or benefit plans, except for
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changes in the ordinary course of business; (vii) mortgage, pledge, or
otherwise encumber any part of its assets, tangible or intangible,
except Permitted Encumbrances; (viii) sell, transfer or acquire any
properties or assets, tangible or intangible, other than in the
ordinary course of business, and except as set forth in Schedule 6(d)
hereto; (ix) except as set forth on Schedule 6(d) hereto, merge or
consolidate with any corporation, acquire control or acquire any
capital stock or other securities, or all or substantially all of the
assets, of any other corporation or business entity, or take any steps
incident to or in furtherance of any such actions whether by entering
into an agreement providing therefor or otherwise; (x) other than the
ADCO Note and except in connection with the transactions set forth on
Schedule 6(d) hereto or to fund working capital requirements arising
in the ordinary course of business consistent with the 1997 budget
heretofore provided to Purchaser (the `1997 Budget'), incur
Indebtedness in excess of the level outstanding at December 31, 1996;
(xi) incur any capital expenditures beyond those set forth in the 1997
Budget; or (xii) take any other action not contemplated hereby which
would cause any of the representations and warranties made by the
Company and the Stockholders in this Agreement not to be true and
correct in all material respects on and as of the Closing Date with
the same force and effect as if such representations and warranties
had been made on and as of the Closing Date."
(ii) Section 6(f)(i) of the Stock Purchase
Agreement is hereby amended to read in its entirety as follows:
"(i) On the day following the Closing Date,
Purchaser shall appoint Xxxx Xxxxx to its Board of Directors, and
shall thereafter cause Xxxx Xxxxx to be included in the annual slate
of directors to be proposed by the management of Purchaser until such
time as either Purchaser owns less than a majority of the Company
Common Stock or Xxxx Xxxxx is no longer the Chief Executive Officer or
Chairman of the Board of the Company."
(g) Conditions Precedent to Purchaser's Obligation.
Section 7(g) of the Stock Purchase Agreement is hereby amended to read in its
entirety as follows:
"(g) Purchaser shall have received the opinion of
Xxxxxx & Xxxxxxx, counsel for the Company, the opinion of Meyer,
Hendricks, Xxxxxx & Moyes, counsel for a certain Stockholder, and the
opinion of Heller, Ehrman, White & XxXxxxxxx, counsel for certain
other Stockholders, as to such matters to be mutually agreed upon."
(h) Closing Date; Closing. Section 9(c) of the Stock
Purchase Agreement is hereby amended to delete clause (ix) and to add the
following paragraphs:
"(ix) Prior to the Closing Date, Purchaser, the
Company and Holdings shall enter into the New Stockholders Agreement."
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(i) Indemnification.
(i) Section 12(a)(i) of the Stock Purchase
Agreement is hereby amended to read in its entirety as follows:
"(i) Each of the Stockholders severally (on a pro
rata basis as provided in the Escrow Agreement), but not jointly,
agrees to indemnify and hold Purchaser and its Affiliates harmless
from and against any and all losses, claims, demands, liabilities,
obligations, damages, deficiencies, assessments, judgments, payments,
penalties, costs and expenses (including without limitation reasonable
attorneys' fees, any amounts paid in investigation, defense or
settlement of any of the foregoing and interest) (herein, `Damages')
incurred in connection with, arising out of, resulting from or
incident to, (A) any breach of any representation or warranty (as
updated pursuant to Section 15 hereof and as in effect on the Closing
Date) made by the Company and the Stockholders in this Agreement
(other than the representations and warranties made in Section 4(a)
hereof), (B) any breach of any covenant or agreement made by the
Company and the Stockholders in this Agreement, (C) any liability or
obligation which the Company or its Subsidiaries pays or becomes
obligated to pay after December 31, 1996 and prior to twelve months
after the Closing Date in respect of costs of defense, settlement or
resolution of any litigation matter which has been disclosed on
Schedule 3(p) to this Agreement, to the extent, and only to the
extent, that such costs in the aggregate, after giving credit for any
insurance recoveries to which the Company or the Subsidiaries is
entitled, exceeds the aggregate amount of the Company's reserves
therefor on the Balance Sheet, (D) any Pre-Agreement Disclosure Matter
(as hereinafter defined) or (E) any claim by Xxxxxxx Xxxxxxxx, ADCO
Outdoor Advertising or Pacific Coast Display for any amount or
recovery in excess of, or in addition to, the express obligation of
the Company contained in the ADCO Note and the related Asset Purchase
Agreement, Security Agreement and Registration Rights Agreement, in
accordance with their respective terms, including, without limitation,
any claim, liability, expense or loss resulting from a recession of
the ADCO Note and the transactions concluded in connection therewith
(an `ADCO Claim'). The parties hereby acknowledge and agree that
after the Closing Date recourse against the Escrowed Shares
constitutes the sole remedy, at law or in equity, that Purchaser may
have against the Stockholders, and that the Escrowed Shares shall be
Purchaser's exclusive method of receiving indemnification from the
Stockholders, pursuant to this Section 12(a)(i). Notwithstanding the
foregoing, Purchaser may not receive any of the Escrowed Shares in
connection with Damages arising from breaches or inaccuracies pursuant
to this Section 12(a)(i) unless the aggregate of such Damages
indemnified against shall exceed $10 million, in which event such
indemnification shall be effective with respect to all Damages in
excess of such amount, and shall be limited to the Escrowed Shares;
provided, however, that the foregoing $10 million threshold will not
apply to any Damages from an ADCO Claim, as to which the
indemnification obligation of the Stockholders shall accrue from the
first dollar of Damages. For purposes of determining the
Stockholders'
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indemnification obligations pursuant to this Section 12(a)(i), each
representation and warranty stated in Sections 3 and 4 hereof shall be
deemed to exclude any materiality standard, materiality exception and
materiality qualification stated therein. The parties acknowledge
that the limitations on liability of the Stockholders in this Section
12(a)(i) contained were an essential inducement to the Stockholders to
cause them to enter into and perform this Agreement, and without which
they would not have done so."
(ii) Section 12(c) of the Stock Purchase Agreement
is hereby amended to read in its entirety as follows:
"(c) Damages. The term `Damages' as used in this
Section 12 is not limited to matters asserted by third parties against
any indemnified party, but includes Damages incurred or sustained by
any indemnified party in the absence of third party claims. Any
Damages otherwise due and payable under this Section 12 shall be (i)
decreased to the extent of any reduction of Tax liability that is
realizable by the indemnified party upon payment of an indemnifiable
loss and (ii) increased to the extent of any increase in Tax liability
that is imposed on the indemnified party upon the receipt of an
indemnity payment pursuant to this Section 12. In addition, Damages
shall be determined net of any insurance recoveries by any indemnified
party and shall be net of any indemnity to which the Company is
entitled pursuant to that certain Stock Purchase Agreement, dated as
of July 14, 1995, by and between Xxxxx Investment Company, Inc., an
Arizona corporation, and General Electric Capital Corporation, a New
York corporation. In the case of the ADCO Claim, Damages shall
include reasonable reimbursement for the cost of the time which
employees of Purchaser and the Company spend in resolving the ADCO
Claim."
(iii) Section 12(d)(iv) is hereby added to the
Stock Purchase Agreement to read in its entirety as follows:
"(iv) Notwithstanding the foregoing, as to any
items identified as Pre-Agreement Disclosure Matters on Schedule 3(p),
and as to any item on Schedule 3(p) to the extent it could give rise
to a claim for Damages pursuant to Section 12(a)(i)(C) of this
Agreement (i) notice of the potential Claim hereby is deemed given for
purposes of Section 12(d), and (ii) Purchaser hereby is entitled to
take control of the defense of such matters and to employ and engage
attorneys to handle and defend the same and to compromise and settle
such action in such manner as it may deem necessary and appropriate,
all in accordance with Section 12(d)(i). Notice of the potential
Claim is also deemed given for the ADCO Claim, which will be defended
by the Stockholders as the indemnifying party in accordance with the
procedures set forth in Section 12(d)(i)."
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(j) Termination; Amendments to Disclosure Letter.
Section 15(b) of the Stock Purchase Agreement is hereby amended to read in its
entirety as follows:
"(b) Amendments to Disclosure Letter. Between the
date hereof and the Closing Date, the Company and the Stockholders may
add to the Disclosure Letter by notification in writing to Purchaser
of the matter to be added, which may be matters relating to events
first arising after the date of this Agreement (`Post-Agreement Date
Disclosure Matters') or may be matters which relate to events first
arising prior to the date of this Agreement and which, if not so added
to the Disclosure Letter, would constitute a breach of the
representations and warranties provided by the Company and the
Stockholders on the date of this Agreement (`Pre-Agreement Date
Disclosure Matters' and, collectively with the Post-Agreement Date
Disclosure Matters, the `New Disclosure Matters'); provided, however,
any additions or changes to Schedule 6(d) between the date hereof and
the Closing Date shall not constitute New Disclosure Matters. If the
aggregate dollar amount involved in the New Disclosure Matters exceeds
$5,000,000, Purchaser may, at its election by written notice to the
Company and the Stockholders on or before the Closing Date, either (i)
accept the Disclosure Letter as so modified and close the transactions
contemplated hereby, in which case the Disclosure Letter as so
modified will be deemed to have been delivered on or before the date
of this Agreement or (ii) terminate this Agreement. If the aggregate
dollar amount involved in the Pre-Agreement Date Disclosure Matters
exceeds $5,000,000, the Company and the Stockholders may terminate
this Agreement by written notice to Purchaser, unless Purchaser agrees
in writing that the aggregate indemnity obligation of the Stockholders
in respect of such Pre-Agreement Date Disclosure Matters pursuant to
Section 12(a)(i) will in all events be limited to $5,000,000. Nothing
contained herein will preclude Purchaser from alleging that any matter
disclosed in a proposed modification to the Disclosure Letter which is
not subject to quantification does not give rise to a right not to
close under this Agreement because of the inability of the Company and
the Stockholders to satisfy the condition set forth in Section 7(a)
hereof due to such New Disclosure Matter. Notwithstanding the
foregoing, it is understood that the Company will as soon as
practicable furnish to Purchaser its audited financial statements for
the year 1996 in substitution for its unaudited 1996 financial
statements (as contemplated by the definition `Financial Statements'),
and it is agreed that Purchaser shall have no right to object to such
substitution unless the audited 1996 financial statements contain
material adjustments or disclosures not contained in the unaudited
1996 financial statements."
(k) Entire Agreement. Section 18 of the Stock Purchase
Agreement is hereby amended to read in its entirety as follows:
"18. Entire Agreement. This Agreement together with
all exhibits and schedules hereto (including the Disclosure Letter as
updated pursuant to Section 15 hereof) represent the entire
understanding and agreement among the
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parties hereto with respect to the subject matter hereof and
supersedes all prior understandings and agreements, whether written or
oral, and can be amended, supplemented or changed, and any provision
hereof can be waived, only by written instrument making specific
reference to this Agreement signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver
is sought, including, in the case of the Stockholders, all
Stockholders who are a party to this Agreement at the time such
enforcement is sought. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.
Upon Closing, all rights and obligations under that certain letter,
dated February 25, 1997, regarding the ADCO Note shall terminate."
(l) Expenses. Section 22 of the Stock Purchase Agreement
is hereby amended to read in its entirety as follows:
"Expenses. Whether or not the transactions
contemplated hereby are consummated, (a) Purchaser shall pay all of
its legal, accounting and other out-of-pocket expenses incident to the
transactions contemplated hereby and (ii) the Stockholders and the
Phantom Stock Grantees shall pay their own and the Company's legal,
accounting and other out-of-pocket expenses incident to the
transactions contemplated hereby, provided however, that Purchaser, on
the one hand, and the Stockholders, on the other, shall divide and
share equally filing fees in connection with government filings
necessary to consummate the transactions contemplated hereby (provided
that if this Agreement is terminated, each party shall attempt to
obtain any available refunds of such fees or otherwise utilize such
fees in other transactions such that expense to the parties is
minimized)."
3. Effect of Amendment. Except as specifically provided herein,
this Amendment does not in any way affect or impair the terms and conditions of
the Stock Purchase Agreement, and all terms and conditions of the Stock
Purchase Agreement remain in full force and effect unless otherwise
specifically amended, waived or changed pursuant to the terms and conditions
hereof.
4. Additional Parties. By executing this Amendment below, each
party who was an original signatory to the Stock Purchase Agreement hereby
ratifies, approves and confirms the Stock Purchase Agreement in all respects,
except as amended by this Amendment, and each Stockholder who was not an
original signatory to the Stock Purchase Agreement hereby affirms the Stock
Purchase Agreement as so amended and hereby becomes a party thereto and agrees
to be bound thereby.
5. Applicable Law. This Amendment and the rights and obligations
of the parties hereto and all other aspects hereof shall be deemed to be made
under, and shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of Delaware.
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6. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
PURCHASER
By
------------------------
Name:
Title:
XXXXX MEDIA CORPORATION
By
------------------------
Name:
Title:
XXXXXXX & XXXXXXXX
CAPITAL PARTNERS III, L.P.
By: Its General Partner,
H&F Investors III
By: Its Managing General Partner,
Xxxxxxx & Xxxxxxxx Associates
III, L.P.
By: Its Managing General Partner,
H&F Investors III, Inc.
By:
---------------------------
Its:
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H&F ORCHARD PARTNERS III, L.P.
By: Its General Partner,
H&F Investors III
By: Its Managing General Partner,
Xxxxxxx & Xxxxxxxx Associates
III, L.P.
By: Its Managing General Partner,
H&F Investors III, Inc.
By:
---------------------------
Its:
H&F INTERNATIONAL PARTNERS III, L.P.
By: Its General Partner,
H&F Investors III
By: Its Managing General Partner,
Xxxxxxx & Xxxxxxxx Associates
III, L.P.
By: Its Managing General Partner,
H&F Investors III, Inc.
By:
---------------------------
Its:
EM HOLDINGS LLC
By:
---------------------------
Its:
------------------------------
H. Xxxxxx Xxxxxxxxx
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AMERICAN MEDIA MANAGEMENT, INC.
By:
----------------------------
Its:
-------------------------------
Xxxxxxx Xxxxx, Xx.
-------------------------------
Xxxxx Xxxxxxx, as Trustee fbo
Xxxx Xxxxxxx, Xxxxx Xxxxxxx,
Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx
-------------------------------
X. Xxxxxx Xxxxxxxx
-------------------------------
Xxxxx Xxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxx
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---------------------------------
Xxxx Xxxxx
---------------------------------
Xxxx X. Xxxxx
---------------------------------
Xxxxxxxx Xxxxx Xxxxxx
EL DORADO INVESTMENT COMPANY
By:
------------------------------
Its:
---------------------------------
Xxxxxx X. Xxxxxxx
